Walmart Inc. (Form: SC 13D/A, Received: 03/03/2026 18:21:27)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Walmart Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

931142103

(CUSIP Number)

Erron W. Smith
P.O. Box 1508,
Bentonville, AR, 72712
(479) 464-1500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No.

931142103

1	Name of reporting person Walton Enterprises, LLC
2	Check the appropriate box if a member of a Group (See Instructions) ☒ (a) ☐ (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power: 3,523,409,231.00 8 Shared Voting Power: 0.00 9 Sole Dispositive Power: 3,002,673,393.00 10 Shared Dispositive Power: 0.00
11	Aggregate amount beneficially owned by each reporting person 3,523,409,231.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) ☐
13	Percent of class represented by amount in Row (11) 44.21 %
14	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D/A

CUSIP No.

931142103

1	Name of reporting person Walton Family Holdings Trust
2	Check the appropriate box if a member of a Group (See Instructions) ☒ (a) ☐ (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization ARIZONA
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power: 0.00 8 Shared Voting Power: 0.00 9 Sole Dispositive Power: 520,735,838.00 10 Shared Dispositive Power: 0.00
11	Aggregate amount beneficially owned by each reporting person 520,735,838.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) ☐
13	Percent of class represented by amount in Row (11) 6.53 %
14	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D/A

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Walmart Inc.
(c)	Address of Issuer's Principal Executive Offices: 1 Customer Drive, Bentonville, ARKANSAS , 72716.
Item 1 Comment: Explanatory Note: This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed by the Reporting Entities (Walton Enterprises and WFHT). This Amendment is being filed to, among other things, update the information regarding the Reporting Entities' beneficial ownership of shares of Common Stock of the Issuer reported in the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Entities on December 19, 2024 (the "Original Schedule 13D"). Except as otherwise provided, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used herein which are not defined herein have the meanings given to them in the Original Schedule 13D.
Item 2.	Identity and Background
(c)	The twentieth and twenty-first sentences of Item 2(c) of the Original Schedule 13D with respect to Steuart L. Walton, a Trustee, are hereby amended and restated as follows: Steuart L. Walton is Co-Founder of Game Aerospace, LLC, a manufacturer of carbon fiber aircraft and aircraft parts, and Co-Founder of Runway Group, LLC, a holding company that makes investments in real estate, outdoor initiatives, and hospitality. The principal business address of Game Aerospace, LLC and Runway Group, LLC is 125 W. Central Ave., Suite 300, Bentonville, AR 72712.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: The Reporting Entities are filing this Amendment to report dispositions of Common Stock of the Issuer that have decreased the amount of shares of Common Stock that WFHT and the Reporting Entities may be deemed to beneficially own by an amount greater than one percent of the outstanding shares of Common Stock of the Issuer as of December 4, 2024 as set forth in the Original Schedule 13D. The dispositions of shares of Common Stock were distributions of shares of Common Stock from WFHT to beneficiaries of WFHT and sales of shares of Common Stock by WFHT in order to meet investment, personal, and charitable objectives of the beneficiaries of WFHT.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a) through 5(c) of the Original Schedule 13D are hereby amended and supplemented as follows: In the table set forth in Exhibit 6, each reference to the percentage of Common Stock beneficially owned by a Schedule 13D Entity and Person for purposes of this Amendment is calculated using 7,970,166,964 shares of Common Stock outstanding as of December 2, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, filed on December 3, 2025.
(b)	See Exhibit 6 hereto.
(c)	See Exhibit 7 hereto.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows: Jim C. Walton has pledged 3,222,342 shares of Common Stock directly owned by him as security for certain lines of credit extended to a company not affiliated with the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 (Joint Filing Agreement), Exhibit 4 (Power of Attorney (Walton Enterprises)) and Exhibit 5 (Power of Attorney (WFHT)) of the Original Schedule 13D are incorporated herein by reference. Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows: Exhibit 6 - Interest in Securities of the Issuer Table Exhibit 7 - Transactions in Securities of the Issuer During the Past 60 Days Table

SIGNATURE
	After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Walton Enterprises, LLC

	Signature:	/s/ *
	Name/Title:	Carrie Walton Penner, in her capacity as trustee of WELLCO Mgmt Trust #1, a managing member of Walton Enterprises, LLC
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Alice Proietti, in her capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Alice L. Walton, in her capacity as trustee of WELLCO Mgmt Trust #3, a managing member of Walton Enterprises, LLC
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Benjamin S. Walton, in his capacity as trustee of WELLCO Mgmt Trust #1, a managing member of Walton Enterprises, LLC
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	James M. Walton, in his capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Jim C. Walton, in his capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Lukas T. Walton, in his capacity as trustee of WELLCO Mgmt Trust #4, a managing member of Walton Enterprises, LLC
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	S. Robson Walton, in his capacity as trustee of WELLCO Mgmt Trust #1, a managing member of Walton Enterprises, LLC
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Samuel R. Walton, in his capacity as trustee of WELLCO Mgmt Trust #1, a managing member of Walton Enterprises, LLC
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Steuart L. Walton, in his capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Thomas L. Walton, in his capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
	Date:	03/03/2026

	Signature:	/s/ Erron W. Smith
	Name/Title:	Erron W. Smith, Attorney-in-Fact*
	Date:	03/03/2026

Walton Family Holdings Trust

	Signature:	/s/ *
	Name/Title:	Carrie Walton Penner, in her capacity as trustee of Walton Family Holdings Trust
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Alice Proietti, in her capacity as trustee of Walton Family Holdings Trust
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Alice L. Walton, in her capacity as trustee of Walton Family Holdings Trust
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Benjamin S. Walton, in his capacity as trustee of Walton Family Holdings Trust
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	James M. Walton, in his capacity as trustee of Walton Family Holdings Trust
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Jim C. Walton, in his capacity as trustee of Walton Family Holdings Trust
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Lukas T. Walton, in his capacity as trustee of Walton Family Holdings Trust
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	S. Robson Walton, in his capacity as trustee of Walton Family Holdings Trust
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Samuel R. Walton, in his capacity as trustee of Walton Family Holdings Trust
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Steuart L. Walton, in his capacity as trustee of Walton Family Holdings Trust
	Date:	03/03/2026

	Signature:	/s/ *
	Name/Title:	Thomas L. Walton, in his capacity as trustee of Walton Family Holdings Trust
	Date:	03/03/2026

	Signature:	/s/ Erron W. Smith
	Name/Title:	Erron W. Smith, Attorney-in-Fact
	Date:	03/03/2026

Comments accompanying signature: Asterisk: By Erron W. Smith, Attorney-in-Fact, pursuant to a Power of Attorney dated December 18, 2024, filed as Exhibit 4 to the Original Schedule 13D and a Power of Attorney dated December 18, 2024, filed as Exhibit 5 to the Original Schedule 13D. See Item 7 hereto.

Exhibit 6

Interest in Securities of the Issuer Table


Schedule 13D Entities and Persons 1 /	Aggregate Number of Shares of Common Stock Beneficially Owned	Percentage Outstanding Common Stock	Number of Shares of Common Stock as to Which a Schedule 13D Entity and Person has
Schedule 13D Entities and Persons 1 /		Percentage Outstanding Common Stock		Sole Power to Vote	Shared Power to Vote	Sole Power to Dispose	Shared Power to Dispose
Walton Enterprises, LLC 2 / 3 /	3,523,409,231	44.21%		3,523,409,231	0	3,002,673,393	0
Walton Family Holdings Trust 2 / 3 /	520,735,838	6.53%		0	0	520,735,838	0
WELLCO Mgmt Trust #1	0	0.00%		0	0	0	0
WELLCO Mgmt Trust #2	0	0.00%		0	0	0	0
WELLCO Mgmt Trust #3	0	0.00%		0	0	0	0
WELLCO Mgmt Trust #4	0	0.00%		0	0	0	0
Carrie Walton Penner	1,448,634	0.02%		1,448,634	0	1,448,634	0
Alice Proietti	708,660	0.01%		708,660	0	708,660	0
Alice L. Walton	20,245,740	0.25%		20,245,740	0	20,245,740	0
Benjamin S. Walton	1,357,974	0.02%		1,357,974	0	1,357,974	0
James M. Walton	707,304	0.01%		707,304	0	707,304	0
Jim C. Walton	31,521,372	0.40%		31,521,372	0	31,521,372	0
Lukas T. Walton	902,822	0.01%		902,822	0	902,822	0
S. Robson Walton	7,029,557	0.09%		7,029,557	0	7,029,557	0
Samuel R. Walton	0	0.00%		0	0	0	0
Steuart L. Walton 4 /	79,772	0.00%		79,772	0 0	79,772	0
Thomas L. Walton	166,254	0.00%		166,254	0	166,254	0

1 / For each individual, consists of shares directly held by such individual unless otherwise noted.

2 / The number and percentage of shares of Common Stock shown in the table as beneficially owned by Walton Enterprises represent (a) 3,002,673,393 shares held by Walton Enterprises and (b) 520,735,838 shares of Common Stock held by WFHT, as to which Walton Enterprises has sole voting power pursuant to an irrevocable proxy granted by WFHT to Walton Enterprises and described in the Original Schedule 13D.

3 / With respect to Walton Enterprises, voting and dispositive power over all of the shares held thereby is exercised by the managing members thereof (acting by majority vote). With respect to WFHT, dispositive power over all of the shares held thereby is exercised by the trustees thereof (acting by majority vote), and voting power over all of the shares held thereby is exercised by Walton Enterprises (acting by the majority vote of its managing members) pursuant to the irrevocable proxy described in the Original Schedule 13D.

4 / The number and percentage of shares of Common Stock shown in the table as beneficially owned by Steuart L. Walton represent 79,772 deferred stock units representing shares received as part of the Issuer’s director compensation.

Exhibit 7

Transactions in Securities of the Issuer During the Past 60 Days Table

The following table details the transactions effected by the Reporting Entities during the past 60 days:


Reporting Entity	Date of Transaction	Description of Transaction	Number of Shares Acquired (Disposed)	Weighted Average Price Per Share (if applicable)	Where and How the Transaction was Effected
WFHT	3/3/2026	Sale	(682,539)	$128.1639	Open market
WFHT	3/2/2026	Distribution of Shares, for no consideration, to a beneficiary of WFHT	(848,000)	Not applicable	Not applicable
WFHT	3/2/2026	Sale	(314,572)	$128.1042	Open market
WFHT	2/27/2026	Sale	(1,359,406)	$127.6753	Open market
WFHT	2/27/2026	Sale	(342,060)	$128.0593	Open market
WFHT	2/26/2026	Distribution of Shares, for no consideration, to a beneficiary of WFHT	(303,000)	Not applicable	Not applicable
WFHT	2/26/2026	Sale	(21,770)	$127.1188	Open market
WFHT	2/25/2026	Sale	(65,537)	$127.1710	Open market
WFHT	2/24/2026	Sale	(3,734)	$127.0144	Open market
WFHT	2/23/2026	Sale	(844,309)	$125.6253	Open market
WFHT	2/23/2026	Sale	(355,691)	$126.4016	Open market

The following table details the transactions effected by the Schedule 13D Entities and Persons other than the Reporting Entities during the past 60 days:


Schedule 13D Entity and Person (other than the Reporting Entities)	Date of Transaction	Description of Transaction	Number of Shares Acquired (Disposed)	Price Per Share (if applicable)	Where and How the Transaction was Effected
Lukas T. Walton	3/2/2026	Distribution of Shares, for no consideration, to a beneficiary of WFHT	848,000	Not applicable	Not applicable
Jim C. Walton	3/2/2026	Donation to Charity	(303,000)	Not applicable	Not applicable
Jim C. Walton	2/26/2026	Distribution of Shares, for no consideration, to a beneficiary of WFHT	303,000	Not applicable	Not applicable